Can I vote my shares at the meeting?
If you are a stockholder of record of our Common Stock,common stock, you may vote your shares at the meeting by going to www.proxyvote.comhttps://agm.issuerdirect.com/rzlt and using your digit controlControl ID number and Request ID number included on your proxy card. Even if you currently plan to attend the meeting virtually, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the meeting. If you are a street name“street name” holder, you must vote your shares in the manner prescribed by your broker, bank, trust or other nominee.
How can I submit questions for the Annual Meeting?
You may submit questions prior to the meeting or during the meeting at www.proxyvote.com.https://agm.issuerdirect.com/rzlt. Questions pertinent to matters to be acted upon at the Annual Meeting as well as appropriate questions regarding the business and operations of the companyCompany will be answered during the Annual Meeting, subject to time constraints. In the interests of time and efficiency, we reserve the right to group questions of a similar nature together to facilitate the question and answer portion of the meeting. We may not be able to answer all questions submitted in the allotted time.
What am I being asked to vote upon at the Annual Meeting?
At the Annual Meeting, you will be asked to:
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Vote on the election of Young-Jin Kim, Nevan Charles Elam, Gil Labrucherie, Philippe Fauchet, Gil Labrucherie,Nerissa Kreher, Wladimir Hogenhuis, and Nerissa KreherYoung-Jin Kim to the Company’s Board of Directors (the “Board of Directors Proposal”);
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Ratify the appointment of Plante & Moran, PLLCGrant Thornton LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 20222024 (the “Accountant Proposal”);
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Approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers, or NEOs, as disclosed in the Executive Compensation section of this Proxy Statement (the “Say-On-Pay Proposal”);
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Act upon such other matters as may properly come before the Annual Meeting or any postponement or adjournment thereof.
Does the Board of Directors recommend voting in favor of the proposals?
Yes. The Board of Directors unanimously recommends that you vote your shares:
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“FOR” each of the director nominees identified in the Board of Directors Proposal;
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“FOR” the Accountant Proposal;
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“FOR” the Share Increase Proposal;
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“FOR” the Adjournment2021 Plan Amendment Proposal.
Only our “stockholders of record” at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 33,582,83140,127,647 shares of our Common Stockcommon stock outstanding and entitled to vote.
What if you are a Beneficial Owners HeldOwner of shares held in Street Name“Street Name”?
If, on the Record Date, your shares were held in an account at a bank, broker, dealer, or other nominee, then you are the “beneficial owner” of shares held in “street name” and this Proxy Statement is being forwarded to you by that bank, broker, dealer, or other nominee. TheSuch nominee holding your account is considered the “stockholder of record” for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares in your account. You are also invited to virtually attend the Annual Meeting. However, since you are not the “stockholder of record,” you may not vote your shares virtually at the Annual Meeting unless you request and obtain a valid proxy from your nominee. Please contact your nominee directly for additional information.
Brokers, banks or other nominees holding shares of record for their respective customers generally are not entitled to vote on the election of directors unless they receive voting instructions from their customers. As used herein, “uninstructed shares” means shares held by a nominee who has not received instructions from its customers on a particular matter. As used herein, “broker non-vote” means the votes that could have been cast on the matter by nominees with respect to uninstructed shares if the nominees had received instructions. The effect of proxies marked “withheld” as to any director nominee or “abstain” as to any other proposal, and the effect of broker non-votes on each of the proposals, is discussed in each proposal below.
How many votes do I get?
Each share of Common Stockcommon stock entitles the holder thereof to one vote on each matter to be voted upon. Dissenters’ rights are not applicable to any of the matters being voted upon.
What are the voting requirements to approve the proposals?
Please see each proposal below for voting requirements applicable to each proposal.
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What happens if I do not vote?
Please see each proposal below for the effect of not voting as well as the effect of withholdings, abstentions and broker non-votes.
What is the quorum requirement for the Annual Meeting?
The presence virtually via the Internet or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum.
For purposes of establishing a quorum, stockholders of record who are present at the Annual Meeting virtually via the Internet or by proxy and who abstain or withhold their vote, including brokers, dealers or other nominees holding shares of their respective customers of record who cause abstentions to be recorded at the Annual Meeting, are considered stockholders who are present and entitled to vote and count toward the quorum. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.
Could other matters be decided at the Annual Meeting?
As of the date this Proxy Statement went to press, the Board of Directors did not know of any matters which will be brought before the Annual Meeting other than those specifically set forth in the Notice hereof. However, if any other matter properly comes before the Annual Meeting, it is intended that the proxies, or their substitutes, will vote on such matters in accordance with the instructions given in such proxy.
How do I vote my shares?
Stockholders of Records
If you are a stockholder of record of our common stock as of the Record Date, you can vote your shares in person at the Annual Meeting or give a proxy to be voted at the Annual Meeting in any of the following ways:
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over the telephone by calling a toll-free number;
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electronically, via the internet, before the meeting at www.iproxydirect.com/RZLT; or
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by completing, signing and mailing the enclosed proxy card.
Unless you vote your shares in person at the Annual Meeting, your vote must be received by 11:59 p.m. Pacific Time on May 15, 2024, to be counted. The telephone and internet procedures have been set up for your convenience. We encourage you to save corporate expense by submitting your vote by telephone or internet. The procedures have been designed to authenticate your identity, to allow you to give voting instructions, and to confirm that those instructions have been recorded properly. If you are a stockholder of record and you would like to submit your proxy by telephone or internet, please refer to the specific instructions provided on the enclosed proxy card. If you wish to submit your proxy by mail, please return your signed proxy card to us before the Annual Meeting. Each proxy that is properly completed, signed and returned to the Company prior to the Annual Meeting, and not revoked, will be voted in accordance with the instructions given in such proxy.
Beneficial Owners Held In “Street Name”
If you are “beneficial owner” of shares held in “street name”, you must vote your shares in the manner prescribed by your broker, bank, trust or other nominee. Since you are not the “stockholder of record,” you may not vote your shares virtually at the Annual Meeting unless you request and obtain a valid proxy from your nominee. Please contact your nominee directly for additional information.
Can I change my vote after submitting my proxy?
Yes. You may revoke your proxy and change your vote at any time before your proxy is voted at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy and change your vote by submitting a later-dated proxy by telephone, internet or mail by 11:59 p.m. Pacific Time on May 15, 2024, or by voting at the meeting.
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To request an additional proxy card, or if you have any questions about the Annual Meeting or how to vote or revoke your proxy, you should contact Issuer Direct via-email at proxy@issuerdirect.com.
How can stockholders nominate a candidate for election as a director?
Any stockholders desiring to submit a recommendation for consideration by the Board of a candidate that the stockholder believes is qualified to be a Board nominee at any upcoming meeting of stockholders meeting may do so by submitting that recommendation in writing to the Board not laterless than 90 days or more than 120 days prior to the first anniversary of the date on which the proxy materials forof the prior year’s Annual Meeting were first sent to stockholders.annual meeting (the “Anniversary”). However, if the date of the upcoming Annual Meetingannual meeting has been changed by more than 30 days frombefore or after the date of the prior year’s meeting,Anniversary, the recommendation must be received within a reasonable time beforeno earlier than the Company beginsclose of business on the date that is 120 days prior to printsuch annual meeting and mail its proxy materials fornot later than the upcoming Annual Meeting.close of business on the date that is the later of (i) 90 days prior to such annual meeting or (ii) 10 days following the day on which public announcement of the date of such meeting is first made by the Company. In addition, the recommendation for a Board nominee should be accompanied by the following information:
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the name and address of the nominating stockholder and of the person or persons being recommended for consideration as a candidate for Board membership;
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the number of shares of voting stock of the Company that are owned by the nominating stockholder, his or her recommended candidate and any other stockholders known by the nominating stockholder to be supporting the candidate’s nomination;
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a description of any arrangements or understandings, that relate to the election of directors of the Company, between the nominating stockholder, or any person that (directly or indirectly through one or more intermediaries) controls, or is controlled by, or is under common control with, such stockholder and any other person or persons (naming such other person or persons);
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such other information regarding each such recommended candidate as would be required to be included in a Proxy Statement filed pursuant to the proxy rules of the SEC; and
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the written consent of each such recommended candidate to be named as a nominee and, if nominated and elected, to serve as a director.director; and
the completed and signed questionnaire, representation and agreement made by the candidate as required by Section 6(D) of Article I change my vote after submitting my proxy?of the Company’s Amended and Restated Bylaws.
What is the deadline to submit stockholder proposals for the 2025 Annual Meeting?
Generally, under SEC Rule 14a-8, in order for a stockholder proposal to be included in our proxy solicitation materials for our annual meeting, it must be delivered to our Corporate Secretary at our principal executive offices no later than 120 days prior to the first anniversary of record, you may revoke yourthe prior year’s annual meeting. Provided, however, that if the date of the annual meeting is more than 30 days before or after the first anniversary of the prior year’s annual meeting, notice by the stockholder must be delivered within a reasonable time before we begin to print and send our proxy materials. All submissions must comply with all of the requirements of our bylaws and change your vote by submitting a later-dated proxy by telephone, internet or mail, or by voting atRule 14a-8 of the meeting.
Securities Exchange Act of 1934, as amended (the “Broadridge Financial Solutions, Inc.Exchange Act
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Call toll free: (855) 325-6676”).
In addition, stockholders who intend to solicit proxies for the annual meeting in support of director nominees other than the nominees must provide notice that sets forth the information required by Rule 14a-9 promulgated under the Exchange Act and our bylaws no later than 60 days prior to the first anniversary of the prior year’s annual meeting. However, if the date of the annual meeting is changed by more than 30 days before or after the first anniversary of the prior year’s annual meeting, or if no annual meeting was held in the prior year, notice by the stockholder, to be timely, must be delivered by the date that is the later of (i) 60 days prior to the date of the annual meeting or (ii) the 10th day following the date on which the date of the annual meeting is first publicly announced or disclosed by us.
Where can I find voting results of the Annual Meeting?
We will announce preliminary voting results with respect to each proposal at the Annual Meeting. In accordance with SEC rules, final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting, unless final results are not known at that time in which case preliminary voting results will be published within four business days of the Annual Meeting and final voting results will be published once they are known by the Company.
Where can I find information about the Annual Report of the Company?
PROPOSAL 1
ELECTION OF DIRECTORS
We currently have six directors serving on the Board of Directors (the “Board of Directors” or the “Board”) as set forth in the table below. The ages of the directors are shown as of March 18, 2024.
| Name | | | Age | | | Position | | | Date Appointed | |
| Nevan Charles Elam | | | | | Chief Executive Officer, Principal Financial Officer and Acting Chairman of the Board | | | January 31, 2013 | | |
| Gil Labrucherie | | | | | Director | | | November 20, 2019 | | |
| Nerissa Kreher, M.D. | | | 51 | | | Director | | | March 2, 2021 | |
| Philippe Fauchet | | | | | Director | | | September 10, 2020 | | |
| | | | | Director | | | March 2, 2021 | | ||
| | | | | Director | | | |
Each of our current directors has been nominated by the Board for re-election at the Annual Meeting. If elected, each nominee has consented to serve as a director and to hold office until the next annual stockholders’ meeting, until his successor is elected and shall have qualified, or until his earlier death, resignation, removal or disqualification. Mr. Kim and Mr. Elam are not “independent” as that term is defined in Section 5205(a)5605(a) of Nasdaq listing rules.
When considering whether director nominees have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director.
Presented below is biographical information about each nominee as of the date of this Proxy Statement. The information presented includes the nominee’s principal occupation and business experience for the past five years, and the names of other publicly held companies of which he currently serves as a director or has served as a director during the past five years.
Nevan Charles Elam.Elam. Mr. Elam has served as our Chief Executive Officer since January 2013 and also currently serves as our principal financial officer.Principal Financial Officer. Mr. Elam is also serving as our Acting ChairmanChair of the Board since May 2022. Prior to Mr. Elam’s service with Rezolute, he has served various leadership roles throughout his career including as Chief Executive Officer of a European medical device company, co-founder and Chief Financial Officer of a software company, as well as a Senior Vice President at Nektar Therapeutics. Earlier in his career, Mr. Elam was a corporate partner in the law firm of Wilson Sonsini Goodrich & Rosati. He serves as Director of Peak Bio, Inc. and Savara, Inc..Inc. Mr. Elam received his Juris Doctorate from Harvard Law School and a Bachelor of Arts from Howard University. We believe that Mr. Elam’s experience advising pharmaceutical companies of their unique legal and regulatory obligations qualifies him to serve on the Board.
Gil Labrucherie. Mr. Labrucherie serves as a member of our Board. Mr. LabrucherieHe brings more than 2025 years of senior leadership experience in finance, legalcorporate development, and corporate developmentlegal to the Board. HeSince August 2023, he has
served as the Chief Financial Officer of Acelyrin, Inc., a public late-stage clinical stage biotechnology company focused on auto-immune conditions, and also is the sole trustee and executive in charge of the Bloom Trust, a closely held family office with commercial real estate assets and operations. From July 2022 to November 2022 he also served as Chief Financial Officer of Acelyrin, Inc. From June 2016 to June 2022, Mr. Labrucherie served as the Chief Financial Officer and Chief Operating Officer (from November 2019) of Nektar Therapeutics, a publicly traded development stage biopharmaceutical company, since 2016, and also has held the position of Chief Operating Officer since 2019.biotechnology company. Prior to serving as Chief Operating Officer and Chief Financial Officer of Nektar, he was Senior Vice President, General Counsel and Secretary of Nektar from 2007 to 2016. Earlier in his career,that, Mr. Labrucherie was anserved in numerous executive at different organizations where he was responsible for global corporate allianceleadership roles in high growth biotechnology and mergerstechnology companies and acquisitions. Mr. Labrucherie began his career as an associate in the corporate practice ofcounsel at the law firm of Wilson Sonsini Goodrich & Rosati. Mr. Labrucherie currently serves as a director of Valinor Pharma LLC, a company focused on innovative commercialization of medicines. Mr. Labrucherie received his J.D. from University of California Boalt HallBerkeley Law School, of Law, where he was a member of the California Law Review and Order of the Coif, and received his B.A.,with highest honorssumma cum laude from the University of California, Davis. Mr. Labrucherie is a member of the State Bar of California and is a Certified Management Accountant.CFA(R) charterholder, CFA Institute. We believe Mr. Labrucherie’s experience as the Chief Operating Officer and
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Chief Financial Officer of a public biotechnology companycompanies and his management background as an executive in different organizations qualify him to serve on the Board.
Nerissa Kreher, M.D., M.S., MBA. Dr. Kreher serves as a member of our Board. She hasmost recently served as Chief Medical Officer of Entrada Therapeutics, Inc. sincefrom December 2020.2020 until January 2024. From February 2019 to October 2020, Dr. Kreher served as Chief Medical Officer at Tiburio Therapeutics, Inc., where she was responsible for clinical development, clinical operations, regulatory and patient advocacy. From October 2016 to December 2018, Dr. Kreher served as Chief Medical Officer at Avrobio, Inc., where she oversaw clinical and regulatory development strategy for the Company’s rare disease, ex vivo lentiviral gene therapy pipeline programs. From March 2015 to July 2016, Dr. Kreher served as Global Head (VP) of Clinical and Medical Affairs of Zafgen, Inc., where she was a strategic leader of a cross-functional team charged with creation of global development strategy for beloranib. Dr. Kreher is a board-certified pediatric endocrinologist and holds multiple degrees including her B.S. in biology from University of North Carolina at Chapel Hill, M.D. from East Carolina University, an M.S. in clinical research from Indiana University-Purdue University Indianapolis, and an MBA from Northeastern University Graduate School of Business Administration. We believe Dr. Kreher’s experience in the pharmaceutical industry and her service on the board of directorsas an executive and Chief Medical Officer of a range of private and publicly held companies qualify her to serve on the Board.
Philippe Fauchet. Mr. Fauchet serves as a member of our Board. Mr. Fauchet has spent more than 35 years in the pharmaceutical industry, most recently as the Chairman of GlaxoSmithKline K.K. from April 2017 to February 2019. Mr. Fauchet joined GlaxoSmithKline K.K. as President & Representative Director in 2010. Previously, he served as Senior Vice President, Corporate Business Development Head of Sanofi-Aventis Group and a member of the Management Committee. Mr. Fauchet is an external director on the board of three Japanese biotech companies and a consultant for various life sciences companies. Mr. Fauchet is a graduate of Hautes Etudes Commerciales in France and received a Bachelor of Law at Paris X University. He is an Honorary Officer of the Order of the British Empire (O.B.E.). We believe Mr. Fauchet’s experience in the pharmaceutical industry as a director, consultant, and advisor qualifies him to serve on the Board.
Wladimir Hogenhuis, M.D., MBA. Dr. Hogenhuis serves as a member of our Board. He is currently the Chief Executive Officer and President of Chimera Bioengineering, where he also serves on the Board of Directors. He previously served as Chief Operating Officer of Ultragenyx Pharmaceutical Inc. (NASDAQ: RARE) with responsibilities for global commercial operations, business development, and manufacturing of medicines for patients with rare diseases. Before that, Dr. Hogenhuis served as Senior Vice President and Global Franchise Head, Specialty Pharmaceuticals of GlaxoSmithKline Plc. (LSE/NYSE: GSK), from December 2012 to September 2018. From 1994 to 2012, he served in leadership positions at Merck in the U.S., China, and Europe, where he was responsible for managing the P&L of specialty and cardiovascular care medicines. He also served as a National Institutes of Health Fellow in Medical Decision Making at New England Medical Centre in Boston, and as a Naval Lieutenant Surgeon in the Royal Dutch Navy. Dr. Hogenhuis currently serves on the board of GATT Technologies B.V., a private company in the Netherlands developing novel surgical hemostats and sealants. He previously served as a member of the Board of Directors of Vision 2020, a global initiative for the elimination of avoidable blindness, a joint program of the World Health Organization and the International Agency for the Prevention of Blindness. Dr. Hogenhuis received his M.D. Cum Laude from the University of Leiden in the Netherlands and received an M.B.A. from the Wharton School of Business at The University of Pennsylvania, Philadelphia. We believe Dr. Hogenhuis’s experience in the
pharmaceutical industry and his service on the board of directors of a range of private companies qualify him to serve on the Board.
Young-Jin Kim. Mr. Kim serves as a member of our Board and served as Chair of the Board until May 2022. Mr. Kim is Chairman & CEO of Handok Inc. (“Handok”), one of the leading pharmaceutical companies in the Republic of Korea. Mr. Kim also serves as Chairman of the Board of Directors of Genexine Inc. Mr. Kim joined Handok in 1984 and spent two years between 1984 and 1986 working at Hoechst AG in Frankfurt, Germany. Between 1991 and 2005, he served as CEO of Roussel Korea, Hoechst Marion Roussel Korea and Aventis Pharma Korea and also appointed as the Country Manager of Hoechst AG and Aventis in Korea between 1996 and 2005. In 1996, he was appointed as CEO of Handok. Mr. Kim has been serving as President of Handok Jeseok Foundation since 2014. He has also been serving as President of KDG (Korean-German Society) since 2010. Mr. Kim received an MBA at the Kelley School of Business at Indiana University
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in 1984 and received the award of Distinguished Alumni Fellows from Indiana University. Mr. Kim completed Advanced Management Program at the Harvard Business School in 1996. We believe Mr. Kim’s experience working with pharmaceutical companies qualifies him to serve on the Board.
Information about the Board of Directors
Board Composition
Our Board of Directors currently consists of six members. Directors elected at this meeting and each subsequent annual meeting will be elected for one-year terms or until their successors are duly elected and qualified. We also providedhave two board observers, So-Hyun Kwon, a single board observer seat in connection withrepresentative from Handok Inc. and Scott Morenstein, a financing completed on October 9, 2020.representative the Hedge Fund Solutions Group of Blackstone.
Our Board does not currently have a policy on whether the same person should serve as both the Chief Executive Officer and Chairman of the Board or, if the roles are separate, whether the Chairman should be selected from the non-employee directors or should be an employee. The Board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for us at that time. Currently, our Chief Executive Officer, Nevan Elam, serves as the Acting Chairman of the Board.
Selection of Nominees for our Board of Directors Experience, Qualifications, and Diversity
To be considered as a director nominee, an individual must have, among other attributes: high personal and professional ethics, integrity and values; commitment to our Company and stockholders; an inquisitive and objective perspective and mature judgment; availability to perform all Board and committee responsibilities; and, in the case of non-executive director, independence. In addition to these minimum requirements, our Board will evaluate whether the nominee’s skills are complementary to the existing directors’ skills and our Board’s need for operational, managerial, financial, international, industry-specific or other expertise. We do not have a specific written policy with regard to the consideration of diversity in identifying director nominees. We focus on identifying nominees with experience, qualifications, attributes and skills to work with the other directors to serve the long-term interests of our stockholders. All those matters being equal, we do and will consider diversity as a positive additional characteristic in potential nominees.
The Board does not have a formal written policy with regard to the consideration of diversity in identifying director nominees. We focus on identifying nominees with experience, qualifications, attributes and skills to work with the other directors to serve the long-term interests of our stockholders. All those matters being equal, we do and will consider diversity a positive additional characteristic in potential nominees. Not only has this informal approach to the promotion of diversity resulted in a group of director nominees that we believe to be individuals of substantial accomplishment with demonstrated leadership capabilities, but, as indicated in the charts below, it has also resulted in a group of director nominees possessing diversity of thought, perspective, experience, and backgrounds.
Board Diversity Matrix
| Total Number of Directors | | 6 | | ||||||||||||||||||||||||
| | Total Number of Directors | | 6 | | | Male | | Female | | ||||||||||||||||||
| | | | | | Male | | | | | Female | | | |||||||||||||||
| | Part I: Gender Identity | | | | | | | | | | | | |||||||||||||||
| | Directors | | | | 5 | | | | | 1 | | | |||||||||||||||
| | Part II: Demographic Background | | | | | | | | | | | | |||||||||||||||
| | White | | | | 3 | | | | | 1 | | | |||||||||||||||
| | Did Not Disclose Demographic Background | | | | 0 | | | | | 0 | | | |||||||||||||||
| | Directors who are Military Veterans: | | | | 1 | | | | | 0 | | | |||||||||||||||
| | Directors with Disability: | | | | 0 | | | | | 0 | | | |||||||||||||||
| Part I: Gender Identity | | | | | | | | | | | | ||||||||||||||||
| Directors | | | | 5 | | | | | 1 | | | ||||||||||||||||
| Part II: Demographic Background | | | | | | | | | | | | ||||||||||||||||
| White | | | | 3 | | | | | 1 | | | ||||||||||||||||
| African American or Black | | | | 1 | | | | | — | | | ||||||||||||||||
| Asian | | | | 1 | | | | | — | | | ||||||||||||||||
| Did Not Disclose Demographic Background | | | | — | | | | | — | | | ||||||||||||||||
| Directors who are Military Veterans | | | | 1 | | | | | — | | | ||||||||||||||||
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In addition to candidates submitted by Board members, director nominees recommended by stockholders will be considered. Stockholder recommendations must be made in accordance with the procedures above and
will receive the same consideration that other nominees receive. All nominees are evaluated by our BoardNominating and Governance Committee to determine whether they meet the minimum qualifications and whether they will satisfy our Board’s needs for specific expertise at that time.
No stockholder has nominated anyone for election as a director at this annual meeting.
Meetings of the Board of Directors
Our Board of Directors held fivethree meetings during the fiscal year ended June 30, 2021.2023. Each of our directors attended at least 75% of the meetings held by the Board and the committees of the Board on which he or she served during the fiscal year ended June 30, 2021.2023.
Board Committees
Audit Committee
The Audit Committee operates under an Audit Committee Charter that is available on our website, www.rezolutebio.com.www.rezolutebio.com. The functions performed by our Audit Committee consist of selection of the firm of independent registered public accountants to be retained by us, subject to stockholder ratification, periodic meetings with our independent registered public accountants to review our accounting policies and internal controls, review the scope and adequacy of the independent registered public accountants’ examination of our annual financial statements, and pre-approval of services rendered by our independent registered public accountants and pre-approval of all related-party transactions.
Mr. Labrucherie serves as the chairmanchair of the audit committee and along with Mr. Fauchet and Dr. Hogenhuis are “independent directors” as defined in Rule 5605(a)(2) of the Nasdaq Listing Rules. In addition, the Board determined that Mr. Gil Labrucherie and Dr. Hogenhuis are qualified as “audit committee financial experts” as such term is used in the rules and regulations of the SEC. Accordingly, the functions of our Audit Committee are now being performed by independent directors that serve as members of our Audit Committee. Our Audit Committee held fivefour meetings during the fiscal year ended June 30, 2021.2023.
For the fiscal year ended June 30, 2023, Mr. Labrucherie, Mr. Fauchet and Dr. Hogenhuis received additional compensation for their service as members of our Audit Committee.
Compensation Committee
The Compensation Committee operates under a Compensation Committee Charter that is available on our website, www.rezolutebio.com.www.rezolutebio.com. Dr. Hogenhuis serves as chair of the compensation committee. Mr. Labrucherie, Mr. Fauchet, Dr. Hogenhuis and Dr. Kreher each serve as members of the Compensation Committee and are each considered an “independent director” as defined in Rule 5605(a)(2) of the Nasdaq Listing Rules. The Compensation Committee is responsible for establishing and administering our compensation arrangements for all executive officers.
The functions performed by our Compensation Committee provided for meetings no less frequently than annually (and more frequently as circumstances dictate) to discuss and determine executive officer and director compensation. The Compensation Committee has not retained the services of any compensation consultants. However,may from time to time it utilizesutilize the services of a compensation consultants and utilize compensation data from companies that the Compensation Committee deems to be competitive with us in connection with its annual review of executive compensation. The Compensation Committee has the power to form and delegate authority to subcommittees when appropriate, provided that such subcommittees are composed entirely of directors who would qualify for membership on the Compensation Committee pursuant to applicable Nasdaq Listing Rules. In the future, we expect to appoint additional members to our Board of Directors whereby the functions of the Compensation Committee will be performed exclusively by independent directors. Our Compensation Committee held one meetingtwo meetings during the fiscal year ended June 30, 2021.2023
For the fiscal year ended June 30, 2023, Dr. Hogenhuis, Mr. Labrucherie, Mr. Fauchet, and Dr. Kreher received additional compensation for their service as members of our Compensation Committee.
Nominating and Governance Committee
The Nominating and Governance Committee operates under a Nominating and Governance Committee Charter that is available on our website www.rezolutebio.com. The Nominating and Governance Committee was established in accordance with the rules and regulations of the SEC. The functions that were historically performed by our Nominating and Governance Committee have been performed by the entire Board of Directors since February 16, 2019. Given the overlap between the nominating and corporate governanceat www.rezolutebio.com. Dr. Kreher serves as chair, while
Stockholders who wish to recommend nominees for consideration by the Nominating and Governance Committee must submitdeliver their nominations in writing to our Chairman of the Board of Directors.Corporate Secretary. Submissions must include sufficient biographical information concerning the recommended individual for the Nominating and Governance Committee to consider, including age, five-year employment history with employer names and a description of the employer’s business, whether such individual can read and comprehend basic financial statements, and other board memberships (if any) held by the recommended individual. The submission must be accompanied by a written consent of the individual to stand for election if nominated by the Nominating and Governance Committee and to serve if elected by stockholders. The Nominating and Governance Committee may consider such stockholder recommendations when it evaluates and recommends nominees to the Board of Directors for submission to the stockholders at each Annual Meeting.annual meeting.
The Nominating and Governance Committee do not have a specific diversity policy, but consider diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for Board membership. Diversity is important because a variety of points of view contribute to a more effective decision-making process. Our Nominating and Governance Committee held one meetingtwo meetings during the fiscal year ended June 30, 2021.2023.
For the fiscal year ended June 30, 2023, Dr. Kreher, Mr. Labrucherie, Mr. Fauchet, and Dr. Hogenhuis received additional compensation for their service as members of our Nominating and Governance Committee.
Scientific Advisory Board
We have established a Scientific Advisory Board (“SAB”). The members of the SAB are Adrian Vella, M.D., Quan Dong Nguyen, M.D., MSc, Robert B. Bhisitkul, M.D., PH.D. Alvin Schmaier, M.D., and Jerrold Olefsky, M.D.
Communications with the Board
Stockholders may communicate with the Board or any of the directors by sending written communications addressed to the Board generally, or to any director(s), to Rezolute, Inc., 275 Shoreline Drive, Suite 500, Redwood City, CA 94065. All communications are compiled and forwarded to the Board or the individual director(s) accordingly.
Board Leadership Structure and Role in Risk Oversight
The Board understands that board structures vary greatly among United States public corporations, and the Board does not believe that any one leadership structure is more effective at creating long-term stockholder value. The Board believes that an effective leadership structure could be achieved either by combining or separating the Chairman and Chief Executive Officer positions, so long as the structure encourages the free and open dialogue of competing views and provides for strong checks and balances. Specifically, the Board believes that to be effective, the governance structure must balance the powers of the Chief Executive Officer and the independent directors and ensure that the independent directors are fully informed, able to discuss and debate the issues that they deem important, and able to provide effective oversight of management.
Currently, the Chairman of the Board of Directors is the Company’s President and Chief Executive Officer, Nevan C. Elam. The Board believes that combining the Chairman and Chief Executive Officer positions are currently the most effective leadership structure for the Company given Mr. Elam’s in-depth knowledge of the Company’s business, operations and industry, as well as his ability to formulate and
11
implement strategic initiatives. Further, Mr. Elam is intimately involved in the day-to-day operations of the Company and is thus in a position to elevate the most critical business issues for consideration by the Board.
Nevertheless, the Board believes that “one-size” does not fit all, and the decision of whether to combine or separate the positions of Chairman and Chief Executive Officer will vary from company to company and depend upon a company’s particular circumstances at a given point in time. Accordingly, the Board will continue to consider from time to time whether the Chairman and Chief Executive Officer positions should be combined or separated based on what the Board believes is best for the Company and its stockholders.
Our Board has overall responsibility for the oversight of risk management. As part of this oversight, on a regular basis, our Board receives reports from various members of management and is actively involved in monitoring and approving key decisions relating to our operations and strategy. In setting the Company’s business strategy, the Board assesses the various risks being mitigated by management and determines what constitutes an appropriate level of risk for the Company. While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board of Directors also have responsibility for risk management. For example, the Audit Committee Compositionoversees risks relating to accounting and financial reporting matters, as well as the enterprise risk management process; the Compensation Committee oversees risks relating to the compensation and incentives provided to our executive officers; and the Nominating and Governance Committee oversees risks and exposures associated with director and management succession planning, corporate governance and overall effectiveness of the Board. The Board is advised by these committees of significant risks and management’s response via periodic updates.
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DIRECTOR COMPENSATION
Effective January 1, 2021, we began using a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Board. Additionally, our directors are reimbursed for reasonable travel expenses incurred in attending meetings. Presented below is a listing of the individuals that served as directors and the related committee appointments as of June 30, 2023:
| | | | Committee Appointments | | |||||||||||||||
| Director Name | | | Audit | | | Compensation | | | Nominating and Governance | | |||||||||
| Committee Members as of June 30, 2023: | | | | | | | | | | | | | | | | | | | |
Gil Labrucherie(1) | | | | | X | | | | | | X | | | | | | X | | |
Nerissa Kreher(4) | | | | | | | | | | | X | | | | | | X | | |
Philippe Fauchet(2) | | | | | X | | | | | | X | | | | | | X | | |
Wladimir Hogenhuis(3) | | | | | X | | | | | | X | | | | | | X | | |
Young-Jin Kim(5) | | | | | | | | | | | | | | | | | | ||
Mr. Labrucherie was appointed to serve as a Scientific Advisorymember of our Board (“SAB”). The members of the board are Adrian Vella, Quan Dong Nguyen, M.D., MSc, Robert B. Bhisitkul, M.D., PH.D.Directors, Compensation Committee, Nominating and Jerrold Olefsky, M.D.Governance Committee, and as chair of our Audit Committee on November 20, 2019.
Mr. Fauchet was appointed to serve as a member of our Board of Directors, Audit Committee, and Nominating and Governance Committee on September 10, 2020.
(3)
Dr. Hogenhuis was appointed to serve as a member of our Board or any of the directors by sending written communications addressedDirectors, Audit Committee, Nominating and Governance Committee and Compensation Committee on March 2, 2021 and chair of our Compensation Committee as of July 1, 2022.
(4)
Dr. Kreher was appointed to serve as a member of our Board of Directors, Compensation Committee, and Nominating and Governance Committee on March 2, 2021 and chair of our Nominating and Governance Committee as of July 1, 2022.
(5)
Mr. Young-Jin Kim was appointed to serve as our Chair of the Board of Directors generally, or to any director(s), to Rezolute, Inc., 201 Redwood Shores Parkway, Suite 315, Redwood City, CA 94065. All communications are compiled and forwarded to the Board or the individual director(s) accordingly.
Director Compensation Table
The following table provides information related to the compensation of the remaining individuals that served as a membermembers of our Board of Directors during the fiscal year ended June 30, 2021:2023:
| Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($) | | | Total ($) | | |||||||||
| Gil Labrucherie | | | | | | | | | | | | | | | | | |||
| Nerissa Kreher | | | | | 62,000(2) | | | | | | —(6) | | | | | | 62,000 | | |
| Philippe Fauchet | | | | | | | | | | | | | | | | | |||
| Wladimir Hogenhuis | | | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | ||||
(1)
Consists of compensation for the first half of calendar 2021 of $20,000$45,000 for serving as a member of the Board of Directors, $5,000$10,000 for serving as ChairmanChair of
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the Audit Committee, $7,000 for serving as a member of the Compensation Committee and $3,500$7,000 for serving as a member of the Nominating and Governance Committee.
(2)
Consists of $45,000 for serving as a member of the Board of Directors, $10,000 for serving as Chair of the Nominating and Governance Committee and $7,000 for serving as a member of the Compensation Committee.
Consists of compensation for the first half of calendar 2021 of $20,000$45,000 for serving as a member of the Board of Directors, $5,000$7,000 for serving as Chairmana member of the Compensation Committee, and $3,500$7,000 for serving as a member of the Audit Committee and $7,000 for serving as a member of the Nominating and Governance Committee.
Consists of compensation for the period March 2021 through June 2021 of $13,333$45,000 for serving as a member of the Board of Directors, $3,500$10,000 for serving as a memberChair of the Compensation Committee, and $3,500$7,000 for serving as a member of the Audit Committee and $7,000 for serving as a member of the Nominating and Governance Committee.
(6)
The aggregate number of outstanding options held by our non-employee directors as of June 30, 20212023 was as follows:
| | | Shares Underlying Options outstanding | | | Shares Underlying Options Outstanding | | ||||||||||||||||||||
| | | Vested | | Unvested | | | Vested | | Unvested | | ||||||||||||||||
| Gil Labrucherie | | | | 4,222 | | | | | 8,778 | | | | | | 37,999 | | | | | 55,001 | | | ||||
| Nerissa Kreher | | | | 33,332 | | | | | 56,668 | | | |||||||||||||||
| Philippe Fauchet | | | | 2,000 | | | | | 8,000 | | | | | | 35,110 | | | | | 54,890 | | | ||||
| Wladimir Hogenhuis | | | | — | | | | | 10,000 | | | | | | 33,332 | | | | | 56,668 | | | ||||
| Nerissa Kreher | | | | — | | | | | 10,000 | | | |||||||||||||||
| Young-Jin Kim | | | | 13,333 | | | | | 26,667 | | | |||||||||||||||
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information with respect to the beneficial ownership of shares of our Common Stockcommon stock by (i) each director, (ii) each Named Executive Officer, (iii) all directors and executive officers as a group, and (iv) each person who we know beneficially owns more than 5% of our Common Stock,common stock, in each case as of May 5, 2022March 18, 2024 (the “Determination Date”), unless otherwise indicated below. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and generally includes voting or investment power with respect to such securities. Under these rules, beneficial ownership includes anyall shares as to which the individual or entity has sole or shared voting power orand investment power and includes anyall shares that an individual or entity has the right to acquire beneficial ownership of within 60 days after the Determination Date through the exercise of any warrant,pre-funded warrants, other warrants, stock option,options, or other right. rights.
Certain shareholders have voluntarily placed ownership blocker restrictions that prevent exercise of their pre-funded warrants and other warrants for a 60-day period. Accordingly, such pre-funded warrants and other warrants with ownership blocker restrictions are not considered to be beneficially owned by those shareholders because the underlying shares does not have voting and dispositive rights within 60 days after the Determination date.
Shares that are subject to beneficial ownership through the exercise of pre-funded warrants, other warrants and stock options and warrants are deemed to be outstanding and beneficially owned for the purpose of computing share and percentage ownership of that person or entity but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or entity.
Except as indicated in the footnotes to this table, and as affected by applicable community property laws, all persons listed have sole voting and investment power for all shares shown beneficially owned by them. This information is not necessarily indicative of beneficial ownership for any other purpose.
The number of shares beneficially owned and the percentage of shares beneficially owned are based on 33,582,83140,127,647 shares of Common Stockcommon stock issued and outstanding as of the Determination Date. Unless otherwise indicated, the address of our principal stockholders, directors and executive officers is c/o Rezolute, Inc., 201 Redwood Shores Parkway,275 Shoreline Drive, Suite 315,500, Redwood City, California 94065.
| Name of Beneficial Owner | | | Position with Company | | | Beneficial Ownership | | | Percent of Class | | ||||||
| Stockholders in excess of 5% | | | | | | | | | | | | | | | | |
| Entities associated with Federated Hermes, Inc. | | | Stockholder | | | | | | | | | | | | ||
| Handok, Inc. | | | Stockholder | | | | | | | | | | | | ||
| | | Stockholder | | | | | | | | | | | | |||
| | | Stockholder | | | | | | | | | | | | |||
| Stonepine Capital Management, LLC | | | Stockholder | | | | | 2,768,656(5) | | | | | | 6.90% | | |
| Directors and Executive | | | | | | | | | | | | | | | | |
| Nevan Charles Elam | | | Chief Executive Officer, Acting | | | | | | | | | | 4.28 | | | |
| Gil Labrucherie | | | Director | | | | | 120,044 | | | | | | * | | |
| Nerissa Kreher | | | Director | | | | | 63,333(8) | | | | | | * | | |
| Philippe Fauchet | | | Director | | | | | 63,555(9) | | | | | | * | | |
| Wladimir Hogenhuis | | | Director | | | | | 96,026(10) | | | | | | * | | |
| Young-Jin Kim | | | Director | | | | | | | | | | | | ||
| | | | | | | | | | | | 1.20 | | | |||
| Daron Evans | | | Chief Financial Officer | | | | | 159,900 | | | | | | * | | |
| Directors and executive officers as a group | | | | | | | | | | | | | | | ||
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(1)
The number of shares includes an aggregate of 6,610,274 shares of common stock held by entities associated with Federated Hermes, Inc. and, 123,000 shares currently issuable upon the exercise of pre-funded warrants at $0.01 per share and 1,640,000 shares currently issuable upon the exercise of Class B pre-funded warrants at $0.001 per share. The number of shares excludes 400,000 shares currently issuable upon the exercise of warrants at $19.50 per share due to a 14.99% ownership blocker and 3,421,0531,781,053 shares currently issuable upon the exercise of Class B pre-funded warrants at $0.001 per share that are not exercisable due to a contingency.19.99% ownership blocker. These shares and warrants are included inowned by separate entities which are collectively referred to as the “Funds” which are managed by Federated Equity Management Company of Pennsylvania and subadvised by Federated Global Investment Management Corp., which are wholly owned subsidiaries of FII Holdings, Inc., which is a wholly owned subsidiary of Federated Hermes, Inc. (the “Parent”“Parent”). All of the Parent’s outstanding voting stock is held in the Voting Shares Irrevocable Trust (the “Trust”“Trust”) for which Thomas R. Donahue, Rhodora J.Ann C. Donahue and J. Christopher Donahue act as trustees (collectively referred to as the “Trustees”“Trustees”). The Parent’s subsidiaries have the power to direct the vote and disposition of the securities held by the Funds. Each of the Parent, its subsidiaries, the Trust, and each of the Trustees expressly disclaim beneficial ownership of such securities. The address of the entities associated with Federated Hermes, Inc. is 4000 Ericsson Drive, Warrendale, PA 15086.
(2)
Voting and investment authority over our shares of Common Stockcommon stock owned of record by Handok, Inc. is held by the board of directors of Handok, Inc. The address of stockholder is 132, Tehern-Ro,Teheran-Ro, Gangman Gu, Seoul, Republic of Korea.
(3)
(4)
(5)
The amount reported as beneficially owned in the Company’s May 2022 offering.table is based solely on a Schedule 13F-HR filed with the SEC on February 13, 2024, reporting beneficial ownership as of December 31, 2023. Stonepine Capital Management, LLC is the General Partner ofinvestment advisor and Stonepine GP, LLC is the partnership and Jon M. Plexico and Timothy P. Lynch are the control persons of the General Partner. Each reporting person disclaims beneficial ownership of except to the extent of that person’s pecuniary interest therein.general partner. The address of the filersfiler is 919 NW Bond Street, Suite 20, Ben,Bend, Oregon 977003-2767.
Consists of (i) 2,8177,817 shares of our Common Stockcommon stock and (ii) 335,4161,784,582 shares of our Common Stockcommon stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.
(7)
Consists of (i) 52,63153,752 shares of our Commoncommon stock (ii) 941 shares of our Common Stock owned by a trust controlled by Mr. Labrucherie and (ii) 8,69366,472 shares of our Common Stockcommon stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.
(8)
Consists of (i) 5,16663,333 shares of our Common Stockcommon stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.
(9)
Consists of (i) 32,69363,555 shares of our Common Stock and (ii) 3,611 shares of our Common Stockcommon stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.
(10)
Consists of (i) 3,61132,693 shares of our Common Stockcommon stock and (ii) 63,333 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.
(11)
Consists of (i) 21,052115,450 shares of our Common Stockcommon stock owned by Mr. Kim and (ii) 79,0625,942,617 shares of our
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common stock that are owned by Handok, Inc. and (iii) 25,555 shares of our Common Stockcommon stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date
(12)
Consists of (i) 4,720,87543,128 shares of our Common Stock that are owned by our directors and officers as
(13)
Consists of (i) 159,900 shares of common stock.
(14)
Consists of (i) 6,355,177 shares of our common stock that are either owned or beneficially owned by our directors and officers as discussed above and (iii) an aggregate of 2,511,933 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.
*
Less than 1%.
Equity Compensation Plan Information
The following table displays equity compensation plan information as of June 30, 2023:
| | | | Plan Termination Date | | | Shares to be Issued Upon Exercise of Outstanding Options | | | Securities Available For Future Issuance | | ||||||||||||
| | | | Number of Shares | | | Weighted Average Exercise Price | | |||||||||||||||
| Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | | | | | | | | |
| 2015 Non-Qualified Stock Option Plan | | | February 23, 2020 | | | | | 17 | | | | | $ | 19.86 | | | | | | — | | |
| 2016 Non-Qualified Stock Option Plan | | | October 31, 2021 | | | | | 140 | | | | | | 16.62 | | | | | | — | | |
| 2021 Equity Incentive Plan | | | March 31, 2031 | | | | | 8,388 | | | | | | 4.09 | | | | | | 2,312 | | |
| 2022 Employee Stock Purchase Plan | | | Indefinite | | | | | — | | | | | | — | | | | | | 500 | | |
| Equity compensation plans not approved by security holders: | | | | | | | | | | | | | | | | | | | | | | |
| 2019 Non-Qualified Stock Option Plan | | | July 31, 2029 | | | | | 200 | | | | | | 14.50 | | | | | | — | | |
| Total | | | | | | | | 8,745 | | | | | | 4.56 | | | | | | 2,812 | | |
Section 16(a) Beneficial Ownership Reporting ComplianceCompliance.
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our Common Stock,common stock, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended June 30, 2021,2023, all filing requirements applicable to its executive officers, directors and ten percent beneficial owners were complied with except that (i) Form 3 was filed late by Brian Roberts upon his appointment as a Section 16 officer on October 7, 2020, (ii) Philippe Fauchet failed to file a Form 4 for a stock option granted on October 14, 2020, and (iii) Form 4 was filed late by each of Nevan Elam, Gil Labrucherie, Philippe Fauchet, Wladimir Hogenhuis, Nerissa Kreher, and Brian Roberts for stock options granted on June 14, 2021.with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.INDEPENDENCE
Review, Approval or Ratification of Transactions with Related Persons
We rely on our BoardAudit Committee to review related party transactions on an ongoing basis to prevent conflicts of interest. Our BoardAudit Committee reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.
17
| | | | Plan Termination Date | | | Shares to be Issued Upon Exercise of Outstanding Options | | | Securities Available For Future Issuance | | ||||||||||||
| | | | Number of Shares | | | Weighted Average Exercise Price | | |||||||||||||||
| Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | | | | | | | | |
| 2015 Non-Qualified Stock Option Plan | | | February 23, 2020 | | | | | 17 | | | | | $ | 19.86 | | | | | | — | | |
| 2016 Non-Qualified Stock Option Plan | | | October 31, 2021 | | | | | 140 | | | | | | 16.62 | | | | | | — | | |
| 2021 Equity Incentive Plan | | | March 31, 2031 | | | | | 8,388 | | | | | | 4.09 | | | | | | 2,312 | | |
| 2022 Employee Stock Purchase Plan | | | Indefinite | | | | | — | | | | | | — | | | | | | 500 | | |
| Equity compensation plans not approved by security holders: | | | | | | | | | | | | | | | | | | | | | | |
| 2019 Non-Qualified Stock Option Plan | | | July 31, 2029 | | | | | 200 | | | | | | 14.50 | | | | | | — | | |
| Total | | | | | | | | 8,745 | | | | | | 4.56 | | | | | | 2,812 | | |
Section 1616(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Exchange Act. Nasdaq Listing Rule 5605(a)(2) providesAct requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended June 30, 2023, all filing requirements applicable to its executive officers, directors and ten percent beneficial owners were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Review, Approval or Ratification of Transactions with Related Persons
We rely on our Audit Committee to review related party transactions on an “independent director” isongoing basis to prevent conflicts of interest. Our Audit Committee reviews a person other than antransaction in light of the affiliations of the director, officer or employee and the affiliations of the Company or any other individual having a relationship which, in the opinion ofsuch person’s immediate family. Transactions are presented to our Board would interfere withfor approval before they are entered into or, if this is not possible, for ratification after the exercise of independent judgment in carrying out the responsibilities of a director.
appropriate remedial action, if any. Our Board of Directors has appointed the firm Plante & Moran, PLLC (“Plante & Moran”), Denver, Colorado, to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2021. While our Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, our Board is requestingapproves or ratifies a transaction if it determines that the stockholders ratify this appointment. If the stockholders ratify this appointment, our Board, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it believes that doing so would be intransaction is consistent with the best interests of our stockholders. If the stockholders do not ratify this appointment, our Board may reconsider, but might not change, its appointment. A representative of Plante & Moran will be in attendance at the Annual Stockholders’ Meeting.
| | | | FISCAL 2021 | | | FISCAL 2020 | | ||||||
Audit fees(1) | | | | $ | 175,500 | | | | | | 142,000 | | |
Tax fees(2) | | | | $ | 38,100 | | | | | | 12,000 | | |
| Total | | | | $ | 213,600 | | | | | | 154,000 | | |
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Equity Compensation Plan Information
The following table displays equity compensation plan information as of May 5, 2022 and June 30, 2021:2023:
| | | | Plan Termination Date | | | Shares to be Issued Upon Exercise of Outstanding Options | | | Securities Available For Future Issuance | | ||||||||||||
| | | | Number of Shares | | | Weighted Average Exercise Price | | |||||||||||||||
| Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | | | | | | | | |
| 2015 Non-Qualified Stock Option Plan | | | February 23, 2020 | | | | | 17 | | | | | $ | 19.86 | | | | | | — | | |
| 2016 Non-Qualified Stock Option Plan | | | October 31, 2021 | | | | | 140 | | | | | | 16.62 | | | | | | — | | |
| 2021 Equity Incentive Plan | | | March 31, 2031 | | | | | 8,388 | | | | | | 4.09 | | | | | | 2,312 | | |
| 2022 Employee Stock Purchase Plan | | | Indefinite | | | | | — | | | | | | — | | | | | | 500 | | |
| Equity compensation plans not approved by security holders: | | | | | | | | | | | | | | | | | | | | | | |
| 2019 Non-Qualified Stock Option Plan | | | July 31, 2029 | | | | | 200 | | | | | | 14.50 | | | | | | — | | |
| Total | | | | | | | | 8,745 | | | | | | 4.56 | | | | | | 2,812 | | |
Section 16(a) Beneficial Ownership Reporting Compliance.
| | | | | | | As of May 5, 2022 | | | As of June 30, 2021 | | ||||||||||||||||||||||||||||||
| | Plan Termination Date | | | Shares to be Issued Upon Exercise of Outstanding Options: | | | Securities Available For Future Issuance | | | Shares to be Issued Upon Exercise of Outstanding Options: | | | Securities Available For Future Issuance | | ||||||||||||||||||||||||||
| | Number of Shares | | | Weighted Average Exercise Price | | | Number of Shares | | | Weighted Average Exercise Price | | |||||||||||||||||||||||||||||
| Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2014 Stock and Incentive Plan | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,999 | | | | | $ | 92.05 | | | | | | — | | |
| 2015 Non-Qualified Stock Option Plan | | | February 23, 2020 | | | | | 36,400 | | | | | $ | 50.73 | | | | | | — | | | | | | 50,900 | | | | | | 40.85 | | | | | | — | | |
| 2016 Non-Qualified Stock Option Plan | | | October 31, 2021 | | | | | 260,400 | | | | | | 22.63 | | | | | | — | | | | | | 326,612 | | | | | | 21.98 | | | | | | — | | |
| 2019 Non Qualified Stock Option Plan | | | July 31, 2029 | | | | | 200,000 | | | | | | 14.50 | | | | | | — | | | | | | 200,000 | | | | | | 14.50 | | | | | | — | | |
| 2021 Equity Incentive Plan | | | March 31, 2030 | | | | | 1,079,766 | | | | | | 9.71 | | | | | | 120,234 | | | | | | 705,000 | | | | | | 12.28 | | | | | | 495,000 | | |
| Total | | | | | | | | 1,576,566 | | | | | | 13.40 | | | | | | 120,234 | | | | | | 1,284,511 | | | | | | 16.35 | | | | | | 495,000 | | |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Review, Approval or Ratification of Transactions with Related Persons
We rely on our Audit Committee to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Audit Committee reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.
Because our common stock is currently listed on the Nasdaq Capital Market, we have used the definition of “independence” as defined under the rules of the Nasdaq Stock Market to determine whether our current directors or our new directors are independent. We have determined that as of June 30, 2023, Messrs. Fauchet and RecommendationLabrucherie and Drs. Hogenhuis and Kreher were independent directors as defined by Nasdaq Rule 5605(a)(2), and for purposes of Section 16 of the Exchange Act. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
The affirmative voteNasdaq listing rules provide that a director cannot be considered independent if:
•
the director is, or at any time during the past three years was, an employee of the majorityCompany;
•
the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
•
a family member of the director is, or at any time during the past three years was, an executive officer of the Company;
•
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
•
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or
•
the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the Company’s audit.
Investors in Registered Direct Offerings
In connection with the 2022 RDO, certain officers and directors of the Company purchased 111,840 shares of our Common Stock presentcommon stock at $3.80 per share, whereby we received gross proceeds of $0.4 million.
In connection with a Private Placement in person orJuly 2022, Handok and Young-Jin Kim purchased 3,157,895 and 78,947 shares, respectively, of common stock at $3.80 per share. The aggregate gross proceeds from these transactions amounted to $12.3 million.
Vote Required
Directors are elected by proxy and entitled to votea plurality of the votes cast at the Annual Meeting on the election of directors. The nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is requirednot withheld, for the approvalelection of the 2021 Equity Plan Amendment. Abstentionssix nominees named above. If you do not vote for a particular nominee, or if you withhold authority for one or all nominees, your vote will not count either “for” or “against” the nominee, although it will be counted for purposes of determining whether there is a quorum. Generally, brokers do not have no effect ondiscretion to vote uninstructed shares with respect to this proposal.“non-routine” matter. However, broker non-votes are not votes cast; thus broker non-votes will not be counted “for” or “against” the nominee. If any director-nominee should withdraw or otherwise become unavailable for reasons not presently known, the proxies which would have otherwise been voted for that director nominee may be voted for a substitute director nominee selected by our Board.
THE BOARD OF DIRECTORS RECOMMENDRECOMMENDS THAT YOU VOTE “FOR”FOR THE 2021 EQUITY PLAN AMENDMENT PROPOSAL.ELECTION OF EACH OF THE ABOVE-IDENTIFIED DIRECTOR-NOMINEES.
PROPOSAL 5
2
2022 ESPPACCOUNTANT PROPOSAL
On March 8, 2024 we dismissed Plante & Moran, PLLC as our independent auditors (“2022 ESPPPlante Moran”). The purpose of the 2022 ESPP is to provide employees with an opportunity to purchase sharesPlante Moran performed audits of the Company’s common stock through accumulated payroll deductions. Encouraging employeesconsolidated financial statements for the years ended June 30, 2023 and 2022. Plante Moran’s reports did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to acquire equity ownership inuncertainty, audit scope, or accounting principles.
During the two years ended June 30, 2023, and 2022, and the subsequent interim period up to and including the date of Plante Moran’s dismissal, there were no (i) disagreements between the Company assures a closer alignmentand Plante Moran on any matter of the interests of participating employees with those of our stockholders. The approval of the 2022 ESPP will enable the Companyaccounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to continueits satisfaction, would have caused Plante Moran to use the 2022 ESPP as a valuable tool for attracting and retaining key personnel. As of May 5, 2022, approximately 40 employees would be eligible to participate in the 2022 ESPP, including our executive officers. The Board believes that grants of the options permitted under the 2022 ESPP are vital to the Company’s ability to attract and retain skilled individuals in the highly competitive labor markets in which the Company competes.
On March 14, 2024, Plante Moran furnished a letter stating it read and agreed with the Company’s characterization of its reasons for dismissing Plante Moran.
While our Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, our Board is requesting that the stockholders ratify this appointment. If the stockholders approveratify this proposal,appointment, our Board, in its discretion, may appoint a different independent registered public accounting firm at any time during the maximum number of shares of common stock which willyear if it believes that doing so would be made available for sale under the 2022 ESPP will be 500,000 shares. On the record date, the closing price of our common stock on Nasdaq was $3.70 per share.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed by Plante & Moran for professional services rendered to us for the years ended June 30, 2023 and carrying out2022 are set forth in the intenttable below.
| | | | 2023 | | | 2022 | | ||||||||||||||||||
| | | | Amount | | | Percent | | | Amount | | | Percent | | ||||||||||||
Audit fees(1) | | | | $ | 190,000 | | | | | | 84% | | | | | $ | 259,00 | | | | | | 85% | | |
| Tax fees | | | | | 36,550 | | | | | | 16% | | | | | | 47,255 | | | | | | 15% | | |
| Total | | | | $ | 226,550 | | | | | | 100% | | | | | $ | 306,225 | | | | | | 100% | | |
(1)
Audit fees represent amounts billed for professional services rendered for the audit of our annual financial statements, the reviews of the 2022 ESPP. The Administrator’s findings, decisions,financial statements included in our quarterly reports on Form 10-Q, and determinations are final and binding upon all parties.reviews of any other SEC filings.
Tax fees consist of fees billed for professional services for tax compliance, tax planning and tax advice. These services include assistance regarding federal and state tax compliance.
Our Audit Committee endeavors to approve in advance all services provided by our independent registered public accounting firm. All services provided by our independent registered public accounting firm for the fiscal years ended June 30, 2023 and 2022 ESPP, an eligible employee must authorize payroll deductions pursuant to the 2022 ESPP. Such payroll deductions may not exceed 30% of a participant’s compensation on each pay day during the offering period; provided, however, that should a payday occur on an exercise date, a participant will have the payroll deductions made on such day applied to his or her account under the subsequent offering period. An employee’s subscription agreement will remain in effect for successive offering periods until the employee withdraws from the 2022 ESPP or the employee’s employment with the Company or one of its designated subsidiaries terminates. At the beginning of each offering period, each participant automatically is granted an option to purchase shares of the Company’s common stock. The option expires at the end of the offering period or upon termination of employment, whichever is earlier, but is exercised at the end of each offering period to the extent of the payroll deductions accumulated during such offering period. Unless the Administrator determines otherwise, participants may not increase or decrease the rate of their payroll deductions during an offering period, other than a decrease due to a discontinuance of participation.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and nondiscriminatory basis priordiscussed Rezolute’s audited financial statements for fiscal years ended June 30, 2023 and June 30, 2022 with Rezolute’s management.
The Audit Committee has discussed with Rezolute’s independent auditors the matters required to an offering date, subject to compliance with Section 423 of the Code. Unless and until the Administrator determines otherwise, the purchase price will be equal to 85% of the fair market value of the Company’s common stock on the first day of the offering period or the last day of the offering period, whichever is lower. The fair market value of the Company’s common stock on any relevant date will be the closing price per share as reported on Nasdaq on such date or, if such market is not open for trading on such date, on the most recent preceding date when such market is open for trading.
In addition, the Board received the written disclosures and the letter from the Company’s independent auditors required by applicable requirements of the Public Company orAccounting Oversight Board and has discussed with the independent auditors its designated subsidiary, or ceases to meet the 2022 ESPP eligibility requirements, he or she is deemed to have withdrawnindependence from the 2022 ESPPCompany and payroll deductions credited toits management. Based on such participant’s account but not yet used will be returned to such participant.
Respectfully submitted,
Vote Required and Recommendation
The affirmative vote of the majority of the shares of our Common Stock present in person or by proxy and entitled to votevotes cast at the Annual Meeting iswill be required to ratify the appointment Grant Thornton as the Company’s independent registered public accounting firm for the approval of the 2022 ESPP.fiscal year ending June 30, 2024. Abstentions will have no effect on this proposal. If you hold your shares in “street name” and do not provide timely voting instructions, your broker may exercise discretionary authority, thereby avoiding a broker non-vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE STOCKHOLDERS VOTE “FOR”RATIFICATION OF GRANT THORNTON AS THE ADOPTION OFCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2022 ESPP PROPOSAL.FISCAL YEAR ENDING JUNE 30, 2024.
PROPOSAL 6
SAY-ON-PAY PROPOSAL
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), our stockholders are entitled to vote to approve, on an advisory basis, the compensation of our named executive officersNEOs as disclosed in this Proxy Statement in accordance with Item 402 of Regulation S-K. We refer to this advisory vote as the “say-on-pay” vote. This “say-on-pay” vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officersNEOs and the compensation philosophy, policies and practices of our company described in this Proxy Statement. The vote is required under Section 14A of the Securities Exchange Act of 1934, as amended. If stockholders do not approve the compensation structure, the compensation committee of our Board will reexamine executive compensation.
Consistent with this right to give an advisory “say-on-pay” vote, we are asking stockholders to indicate their support at the 2022 Annual Meeting for the compensation of our named executive officersNEOs as described in this Proxy Statement by casting an advisory vote “FOR” the following resolution:
“RESOLVED, that the stockholders approve the compensation of the “named executive officers” of Rezolute, Inc., as disclosed in the section entitled “Executive Compensation” in the Proxy Statement for such company’s 20222024 annual meeting of stockholders pursuant to the SEC’s compensation disclosure rules.”
The compensation of our named executive officersNEOs is disclosed in the section entitled “Executive Compensation” below, including the tabular and narrative disclosures set forth in such section.
The following table sets forth certain information with respect to our current directors and executive officers.NEOs. The ages of the directors, executive officers and key employeesNEOs are shown as of May 5, 2022.March 18, 2024.
| Name | | | Age | | | Position | | | Date Appointed | |
| Nevan Charles Elam | | | | | Chief Executive Officer, Principal Financial Officer and Acting Chairman of the Board | | | January 31, 2013 | | |
| | | | | | | | ||||
| | | 50 | | | | | ||||
| |
The biographical information for the Directors, including Mr. Elam, is set forth above in the Board of Directors Proposal. Set forth below is biographical information with respect to each of the executives not listed in the Board of Directors Proposal.Dr. Roberts and Dr. Evans.
Brian K. Roberts, M.D. Dr. Roberts joined us in 2015 and has been serving as our Chief Medical Officer since June 1, 2022. Previously, Dr. Roberts served as Head of Clinical Development throughout his tenure, as consultant until 2017, followed by his employment as Vice President until October 23, 2020, when he was subsequently promoted to Senior Vice President of Clinical Development. Prior to joining us, Dr. Roberts directed clinical development at Fibrogen, Inc. from 2012 to 2017, where he led the successful launch and execution of the global Phase 3 program and out-licensing pharmaceutical partnership for Roxadustat, a novel oral therapy for anemia associated with kidney disease, concluding the largest Phase 3 program ever conducted in CKD anemia, and resulting in global NDA filings. During his tenure, Fibrogen achieved the largest biotech IPO in the previous 10 years. From 2007 until 2012, Dr. Roberts held clinical development positions of increasing responsibility at Metabolex, Inc., where he developed novel therapies for metabolic diseases such as diabetes, dyslipidemia, NASH, and gout. His program and clinical leadership from IND through clinical proof-of-concept helped secure a global licensing and co-development agreement with a major pharmaceutical partner for a novel diabetes therapy. He is an inventor or author on more than 25 patents and publications in the fields of Endocrinology and Metabolism. Dr. Roberts received his B.S. in biochemistry from the University of California, San Diego and his medical degree Magna Cum Laude from Georgetown
University. He completed residency in Internal Medicine and fellowship in Endocrinology at Stanford University, where he also attends Endocrinology clinic and mentors trainees in his capacity as Adjunct Associate Professor in the Division of Endocrinology.
Daron Evans Prior to joining the Company, he served as Chief Executive Officer of AlloRock, Inc., a biotechnology company in the cardiometabolic disease space, as well as Chief Executive Officer of Specialty
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Renal Products, Inc., a medical device company in the dialysis space. Previously, Mr. Evans served as Chief Executive Officer of Nephros, Inc, and Chief Financial Officer of Nile Therapeutics, Inc. Since 2015, Mr. Evans has been Managing Director of PoC Capital, LLC, a fund focused on investing in public life science companies. As a seasoned biotech leader and entrepreneur, Mr. Evans has recognized the value of Rezolute’s novel therapies for rare and metabolic disease. His experience in corporate finance, capital markets, and strategic transactions will help shepherd Rezolute through its next chapter in late-stage development and support its mission to help patients in need.
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EXECUTIVE COMPENSATION
Summary Compensation Table
Our named executive officersNEOs consist of all individuals that served as our principal executive officer during the fiscal year ended June 30, 2021,2023, and the next two most highly compensated executive officersofficer who werewas serving as an executive officersofficer as of June 30, 2021.2023. The following table sets forth information concerning the compensation of Mr. Elam Mr.and Dr. Roberts, and Mr. Vendola (our “Named Executive Officers”)our NEOs, during the fiscal years ended June 30, 20212023 and 2020:2022:
| Name and Position | | | Fiscal Year | | | Salary | | | Bonus | | | Stock Option Awards | | | All Other Compensation | | | Total | | ||||||||||||||||||
| Nevan Elam, | | | | | 2021 | | | | | $ | 495,682(1) | | | | | $ | 490,980(4) | | | | | $ | 3,888,117(6) | | | | | $ | 21,953(7) | | | | | $ | 4,896,732 | | |
| Chief Executive Officer | | | | | 2020 | | | | | $ | 490,000(1) | | | | | $ | 97,020(5) | | | | | $ | 2,688,000(6) | | | | | $ | 23,683(7) | | | | | $ | 3,298,703 | | |
| Brian Roberts | | | | | 2021 | | | | | $ | 371,364(2) | | | | | $ | 171,300(4) | | | | | $ | 775,203(6) | | | | | $ | 36,074(8) | | | | | $ | 1,353,941 | | |
| SVP, Clinical Development | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Keith Vendola, | | | | | 2021 | | | | | $ | 244,716(3) | | | | | $ | 166,440(4) | | | | | $ | — | | | | | $ | 206,902(9) | | | | | $ | 618,058 | | |
| Former Chief Financial Officer | | | | | 2020 | | | | | $ | 365,000(3) | | | | | $ | 36,135(5) | | | | | $ | 538,000(6) | | | | | $ | 13,581(9) | | | | | $ | 952,716 | | |
Name and Position(9) | | | Fiscal Year | | | Salary | | | Bonus | | | Stock Option Awards | | | All Other Compensation | | | Total | | ||||||||||||||||||
Nevan Charles Elam Chief Executive Officer | | | | | 2023 | | | | | $ | 534,112(1) | | | | | $ | 416,068(3) | | | | | $ | —(5) | | | | | $ | 23,466(6) | | | | | $ | 973,646 | | |
| | | | 2022 | | | | | $ | 515,000(1) | | | | | $ | 378,750(4) | | | | | $ | 6,862,960(5) | | | | | $ | 24,590(6) | | | | | $ | 7,781,300 | | | ||
Brian Roberts, M.D. Chief Medical Officer | | | | | 2023 | | | | | $ | 457,809(2) | | | | | $ | 237,753(3) | | | | | $ | —(5) | | | | | $ | 43,296(7) | | | | | $ | 738,858 | | |
| | | | 2022 | | | | | $ | 401,500(2) | | | | | $ | 121,875(4) | | | | | $ | 1,847,720(5) | | | | | $ | 52,053(8) | | | | | $ | 2,423,148 | | | ||
(1)
Pursuant to the amended and restated employment agreement discussed below, Mr. Elam received a base salary of $450,000 through May 31, 2019. On July 31, 2019, Mr. Elam’s base salary increased to $490,000 with an effective date of June 1, 2019, subsequently increased to $505,000 on February 15, 2021. On May 25, 2022, Mr. Elam’s base salary was increased to $525,000, with an effective date of January 1, 2022, and subsequently increased on January 3, 2023, to $543,375. Mr. Elam also serves as a memberActing Chair of our Board of Directors for which no incremental compensation is paid.
(2)
Pursuant to the employment agreement discussed below, Mr. Roberts received an annual base salary of $360,000 through February 14, 2021. Onon February 15, 2021, Mr. RobertsDr. Roberts’ base salary increased to $390,000.$390,000, and subsequently increased to $405,900 on January 1, 2022. On May 25, 2022, Dr. Roberts was appointed by our Board of Directors as our Chief Medical Officer, with a base salary of $450,000 effective June 1, 2022. Subsequently on January 3, 2023, Dr. Roberts’ base salary was increased to $465,750.
(3)
(4)
On May 25, 2022, the Board of Directors approved bonus payments for calendar year 2021 services in the amounts shown in the table. In June 2022, these cash bonus payments were paid to each executive officer.
(5)
The aggregate grant date fair value for stock option awards is computed in accordance with ASC 718 set forth by the Financial Accounting Standards Board. A discussion of key assumptions made in the valuation of stock options is presented in Note 79 to our consolidated financial statements, included in Item 8 of this Annual Report. For purposes of this table, the entire fair value of awards with time-based vesting and hybrid vesting are reflected in the year of grant, whereas under ASC 718 the fair value of such awards is generally recognized over the vesting period in our financial statements.
Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans totaling $21,953 for the fiscal year ended June 30, 2021of $26,796, health club fees of $3,300, and $20,350 for the fiscal year ended June 30, 2020.matching contributions under our 401(k) Plan of $13,200.
(8)
Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $21,512,$36,553, health club fees of $300,$3,300, and matching contributions under our 401(k) Plan of $14,262$12,200.
(9)
Daron Evans was appointed as Chief Financial Officer on January 23, 2024, therefore, his compensation is not included in the discussion of executive compensation for the fiscal year ended June 30, 2021.2023.
Narrative Disclosure to Summary Compensation Table
Presented below is summary of key terms of employment agreements with our Executive Officers:NEOs:
Nevan Charles Elam
On January 8, 2023, we entered into an amended and restated employment agreement requireswith Mr. Elam to undertake certain confidentiality, non-competition and non-solicitation obligations. Inthat provides in the event that we terminate Mr. Elam’s employment outside of a change in control event without “Cause” or if Mr. Elam resigns for “Good Reason”, we are required to pay a severance benefit equal to (i) three times his then current annual base salary, (ii) 150% of his annual Target Bonus, (iii) payment of accrued vacation benefits, and (iv) continuation of certain other benefits such as medical and dental insurance. The aggregate severance benefit is payable over a period of twelve months, (the “Severance Period”), and any outstanding stock options that are subject to vesting shall have vesting accelerated with respect to the number of shares that would have vested during 18-month period following the Severance Period astermination of employment without cause or for Good Reason. All of the vested shares will have an exercise period of twelve months following the termination date under these circumstances.
Furthermore, if Mr. Elam had remained employedis terminated without cause within 12 months of a Change of Control or if Mr. Elam terminates employment for Good Reason within 12 months following a Change of Control, in addition to the benefits noted above, (i) all Stock Options that are subject to vesting shall have the vesting accelerate and become fully vested, (ii) any shares of capital stock of the Company that are subject to a right of repurchase shall have such right of repurchase lapse and (iii) units then held by us duringMr. Elam pursuant to a restricted stock unit plan shall immediately vest and become exercisable. All of Mr. Elam’s equity in the Company that has vested upon such period.termination shall have an exercise period of 12 months following Mr. Elam’s termination of Employment without Cause or for Good Reason within 12 months following a Change of Control. The terms “Cause”, “Change of Control” and “Good Reason” are defined in the employment agreement.
Brian Roberts, M.D.
On July 22, 2019, we entered into an employment agreement with Brian Roberts to serve as our Vice President of Clinical Development. Under the terms of this agreement Mr.Dr. Roberts iswas entitled to receive an annual base salary of $360,000 plus a calendar year target bonus of up to 25% of his annual base salary based on the achievement of performance criteria set forth by the Board of Directors. On October 23, 2020, Mr.Dr. Roberts was appointed our Senior Vice President, Clinical Development. Effective January 1, 2022, the Board of Directors approved an increase in Dr. Roberts’ salary to $405,900. Effective June 1, 2022, Dr. Roberts was appointed Chief Medical Officer with an annual base salary of $450,000 and an increase in the target bonus to 40% of his annual base salary. Effective January 3, 2023, The Board of Directors approved an increase in Dr. Roberts’ annual salary to $465,750. The employment agreement requires Mr. Roberts to undertake certain confidentiality, non-competition and non-solicitation obligations. In
On January 8, 2023, we entered into an amended and restated employment agreement with Dr. Roberts that provides in the event that we terminate Mr. Roberts’sDr. Roberts’ employment outside of a change of control event without “Cause” or if Mr.Dr. Roberts resigns for “Good Reason”, we are required to pay a severance benefit equal to six months’ salary. The aggregate severance benefitall of his equity in the Company that is payable over a period of six months (the “Severance Period”), and any outstanding stock options that are subject to vesting shallconditions will have accelerated vesting for 12 months and will also have an exercise period of 6 months following the occurrence of the termination event. In addition, upon the occurrence of a termination event other than a change of control and without cause, Mr. Roberts will be entitled to, (i) a severance payment equal to 12 months of salary, (ii) a pro-rata bonus payment equal to the
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pro-rata bonus amount earned as of the date of the termination event and (iii) continuation of certain other benefits such as medical and dental insurance for 12 months.
If Dr. Roberts is terminated related to a change of control event, all of his equity in the Company that is subject to vesting conditions will have accelerated vesting with respectan exercise period of 6 months following the occurrence of the termination event. In addition, upon the occurrence of a termination event related to a change of control, Mr. Roberts will be entitled to, (i) a severance payment equal to 18 months of salary, (ii) a pro-rata bonus payment equal to the numberpro-rata bonus amount earned as of shares that would have vested during the Severance Perioddate of the termination event and (iii) continuation of certain other benefits such as if Mr. Roberts had remained employed by us during such period.medical and dental insurance for 18 months. The terms “Cause”, “Change of Control” and “Good Reason” are defined in the employment agreement.
Outstanding Equity Awards
As of June 30, 2021,2023, there were no restricted stock awards and no stock options that provide for performance vesting conditions held by any of our Named Executive Officers.NEOs. The following table provides a summary of equity awards outstanding, consisting solely of stock options, for each of our Named Executive OfficersNEOs as of June 30, 2021:2023:
| | | | Grant Date | | | Number of Securities Underlying Unexercised Options | | | Option Exercise Price | | Option Expiration Date | | | | | | | | Number of Securities Underlying Unexercised Options | | | Option Exercise Price | | Option Expiration Date | | |||||||||||||||||||||||||||||||||||||
| Name | | Exercisable | | Unexercisable | | | Grant Date | | Exercisable | | Unexercisable | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Nevan C. Elam | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| | | | | 7/31/19 | | | | | 145,833 | | | | | 54,167(1) | | | | $ | 14.50 | | | | | 7/31/29 | | | ||||||||||||||||||||||||||||||||||||
| | | | | 6/14/21 | | | | | — | | | | | 375,000(2) | | | | | 12.28 | | | | | 6/14/31 | | | ||||||||||||||||||||||||||||||||||||
| Nevan Charles Elam | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||
| | | | 7/31/19 | | | | | 200,000 | | | | | — | | | | $ | 14.50 | | | | | 7/31/29 | | | |||||||||||||||||||||||||||||||||||||
| | | | 6/14/21 | | | | | 250,000 | | | | | 125,000(1) | | | | | 12.28 | | | | | 6/14/31 | | | |||||||||||||||||||||||||||||||||||||
| | | | 6/23/22 | | | | | 650,000 | | | | | 1,950,00(3) | | | | | 3.40 | | | | | 6/23/32 | | | |||||||||||||||||||||||||||||||||||||
| Total for Mr. Elam | | | | | | | | | 145,833 | | | | | 429,167 | | | | | | | | | | | | | | | | | | | | | 1,100,000 | | | | | 2,075,000 | | | | | | | | | | | | | ||||||||||
| Brian Roberts | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| | | | | 7/31/19 | | | | | 29,167 | | | | | 10,833(1) | | | | $ | 14.50 | | | | | 7/31/29 | | | ||||||||||||||||||||||||||||||||||||
| | | | | 6/14/21 | | | | | 18,750 | | | | | 56,250(3) | | | | | 12.28 | | | | | 6/14/31 | | | ||||||||||||||||||||||||||||||||||||
| Total for Mr. Roberts | | | | | | | | | 47,917 | | | | | 67,083 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| Keith Vendola(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| | | | | 7/2/18 | | | | | 14,583 | | | | | 833 | | | | $ | 25.50 | | | | | 7/2/28 | | | ||||||||||||||||||||||||||||||||||||
| | | | | 7/31/19 | | | | | 29,167 | | | | | 1,667 | | | | | 14.50 | | | | | 7/31/29 | | | ||||||||||||||||||||||||||||||||||||
| Total for Mr. Vendola | | | | | | | | | 43,750 | | | | | 2,500 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| Brian Roberts, M.D. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||
| | | | 7/31/19 | | | | | 40,000 | | | | | — | | | | $ | 14.50 | | | | | 7/31/29 | | | |||||||||||||||||||||||||||||||||||||
| | | | 6/14/21 | | | | | 56,250 | | | | | 18,750(2) | | | | | 12.28 | | | | | 6/14/31 | | | |||||||||||||||||||||||||||||||||||||
| | | | 6/23/22 | | | | | 175,00 | | | | | 525,00(3) | | | | | 3.40 | | | | | 6/23/32 | | | |||||||||||||||||||||||||||||||||||||
| Total for Dr. Roberts | | | | | | | | | 271,250 | | | | | 543,750 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
(1)
(3)
These stock options vest over a four-year period whereby 25% of the shares underlying the options became exercisable on the first anniversary of the grant date, and the options for the remaining shares become exercisable in equal monthly installments over the remaining 36 months beginning on July 1, 2021,2023, subject to the executive’s continued service through each vesting datedate.
Options Exercised
As of June 30, 2021,2023, there were no shares acquired upon the exercise of stock options for any of our Named Executive Officers.
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of SEC Regulation S-K, we are providing the information below, including a table disclosing specified executive compensation and financial performance measures for the three most recently completed fiscal years.
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| Pay Versus Performance | | ||||||||||||||||||||||||||||||||||||
Year(1) | | | Summary Compensation Table Total for PEO(2) | | | Compensation Actually Paid to PEO(3) | | | Average Summary Compensation Table Total for Non-PEO NEOs(2) | | | Average Compensation Actually Paid to Non-PEO NEOs(4) | | | Value of Initial Fixed $100 Investment Based On Rezolute Total Stockholder Return(5) | | | Net Income(6) | | ||||||||||||||||||
| 2023 | | | | $ | 973,646 | | | | | $ | (1,958,066) | | | | | $ | 738,858 | | | | | $ | (30,316) | | | | | $ | 14 | | | | | $ | (51,787,000) | | |
| 2022 | | | | $ | 7,781,300 | | | | | $ | 3,572,820 | | | | | $ | 2,423,148 | | | | | $ | 1,699,320 | | | | | $ | 23 | | | | | $ | (41,060,000) | | |
(1)
Nevan Charles Elam served as the Company’s Principal Executive (our “PEO”) for the entirety of fiscal years 2022 and 2023. The Company’s other Reported NEOs for the indicated fiscal years consisted of one individual, Brian Roberts, M.D.
(2)
Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the Reported NEOs in the indicated fiscal year for each such fiscal year.
(3)
Amounts reported in this column represent the compensation actually paid to our PEO for the indicated fiscal years, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
| PEO | | ||||||||||||||||||
| | | | | | | | | | 2022 | | | 2023 | | ||||||
| | | | Summary Compensation Table – Total Compensation | | | (a) | | | | $ | 7,781,300 | | | | | $ | 973,646 | | |
| - | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | | (b) | | | | $ | 6,862,960 | | | | | $ | 0 | | |
| + | | | Fair Value at Covered Fiscal Year End of All Outstanding and Unvested Stock Awards and Option Awards Granted in Covered Fiscal Year | | | (c) | | | | $ | 6,237,785 | | | | | $ | 0 | | |
| + | | | Change in Fair Value as of Prior Fiscal Year End of Any Outstanding and Unvested Stock Awards and Option Awards Granted in Any Prior Fiscal Year | | | (d) | | | | $ | (2,393,356) | | | | | $ | (2,265,885) | | |
| + | | | Fair Value at Vesting Date of Stock Awards and Option Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year | | | (e) | | | | $ | 0 | | | | | $ | 0 | | |
| + | | | Change in Fair Value as of Vesting Date of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year For Which All Applicable Vesting Conditions Were Satisfied at End of or During Covered Fiscal Year | | | (f) | | | | $ | (1,189,949) | | | | | $ | (665,827) | | |
| - | | | Fair Value as of Prior Fiscal Year End of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year | | | (g) | | | | $ | 0 | | | | | $ | 0 | | |
| = | | | Compensation Actually Paid | | | | | | | $ | 3,572,820 | | | | | -$ | 1,958,066 | | |
(a)
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
(b)
Represents the aggregate grant date fair value of all stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(c)
Represents the aggregate fair value as of the indicated fiscal year-end of the PEO’s outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718.
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(d)
Represents the aggregate change in fair value as of the indicated fiscal year-end of any outstanding and unvested stock awards and option awards held by the PEO as of the end of the indicated fiscal year, computed in accordance with FASB ASC Topic 718 and, for any awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the end of the fiscal year.
(e)
Represents the aggregate fair value as of the vesting date of the stock awards and option awards that were granted to the PEO and vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(f)
Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of any stock awards and option awards held by the PEO that were granted in any prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(g)
Represents the aggregate fair value as of the last day of any prior fiscal year of any stock awards and option awards held by the PEO that were granted in any prior fiscal year and which failed to meet the applicable vesting conditions during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant except as follows: for fiscal 2022 the fair value as of the vesting date and the end of the fiscal year for all stock options was calculated using a stock price volatility assumption based on the average stock price volatility of the companies in our selected peer group to determine historical volatility, whereas fiscal 2022 grant date fair values utilized our historical volatility.
(4)
Amounts reported in this column represent the compensation actually paid to the Reported NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:
| NEO Average | | ||||||||||||||||||
| | | | | | | | | | 2022 | | | 2023 | | ||||||
| | | | Summary Compensation Table – Total Compensation | | | (a) | | | | $ | 2,423,148 | | | | | $ | 738,858 | | |
| - | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | | (b) | | | | $ | 1,847,720 | | | | | $ | 0 | | |
| + | | | Fair Value at Covered Fiscal Year End of All Outstanding and Unvested Stock Awards and Option Awards Granted in Covered Fiscal Year | | | (c) | | | | $ | 1,679,404 | | | | | $ | 0 | | |
| + | | | Change in Fair Value as of Prior Fiscal Year End of Any Outstanding and Unvested Stock Awards and Option Awards Granted in Any Prior Fiscal Year | | | (d) | | | | $ | (360,815) | | | | | $ | (598,192) | | |
| + | | | Fair Value at Vesting Date of Stock Awards and Option Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year | | | (e) | | | | $ | 0 | | | | | $ | 0 | | |
| + | | | Change in Fair Value as of Vesting Date of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year For Which All Applicable Vesting Conditions Were Satisfied at End of or During Covered Fiscal Year | | | (f) | | | | $ | (194,697) | | | | | $ | (170,982) | | |
| - | | | Fair Value as of Prior Fiscal Year End of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year | | | (g) | | | | $ | 0 | | | | | $ | 0 | | |
| = | | | Compensation Actually Paid | | | | | | | $ | 1,699,320 | | | | | $ | (30,316) | | |
(a)
Please see footnote 1 for the NEOs included in the average for the indicated fiscal year.
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(b)
Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year.
(c)
Represents the average aggregate grant date fair value of all stock awards and option awards granted to the reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(d)
Represents the average aggregate fair value as of the indicated fiscal year-end of the Reported NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718.
(e)
Represents the average aggregate change in fair value as of the indicated fiscal year-end of any outstanding and unvested stock awards and option awards held by the Reported NEOs as of the end of the indicated fiscal year, computed in accordance with FASB ASC Topic 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the end of the fiscal year.
(f)
Represents the average aggregate fair value as of the vesting date of the stock awards and option awards that were granted to the Reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(g)
Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of any stock awards and option awards held by the Reported NEOs that were granted in any prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
(h)
Represents the average aggregate fair value as of the last day of any prior fiscal year of any Reported NEOs’ stock awards and option awards held by the Reported NEOs that were granted in any prior fiscal year and which failed to meet the applicable vesting conditions during the indicated fiscal year, computed in accordance with FASB ASC Topic 718.
Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant except as follows: for fiscal 2022 the fair value as of the vesting date and the end of the fiscal year for all stock options was calculated using a stock price volatility assumption based on the average stock price volatility of the companies in our selected peer group to determine historical volatility, whereas fiscal 2022 grant date fair values utilized our historical volatility.
(5)
Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on June 30, 2021, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance.
Relationship Between Pay and Performance
“Compensation actually paid,” as calculated per Item 402(v) of Regulation S-K, reflects cash compensation actually paid as well as changes to the fair values of equity awards during the indicated fiscal years in the table based on year-end or vesting date stock prices, and various accounting valuation assumptions. Due to how CAP is calculated, the CAP as reported for each fiscal year does not reflect the actual amounts earned by our NEOs from their equity awards. CAP generally fluctuates annually due to the change in our stock price from fiscal year to fiscal year as well as varying levels of actual achievement of performance goals.
Below are graphs showing the relationship of “Compensation Actually Paid” to our PEO and the Reported NEOs for fiscal 2022 and 2023 to (1) the cumulative TSR of our common stock and (2) our net income.
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Compensation Actually Paid vs. TSR
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Compensation Actually Paid vs. Net Income
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Family Relationships
There are no family relationships between any of our directors and executive officers.
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Legal Proceedings
During the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:
•
the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
•
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
•
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
•
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;
•
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
•
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Code of Ethics
We have adopted a codeCode of business conductBusiness Conduct and ethicsEthics that is applicable to all of our employees, officers and directors. The code is available on our web site,website, www.rezolutebio.com, under the “Investor Relations” tab.“Investors” tab, which was amended and restated on May 30, 2023. We intend to disclose future amendments to, or waivers from, certain provisions of our code of ethics, if any, either in (i) a Current Report on Form 8-K or (ii) on the above website within four business days following the date of such amendment or waiver.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is or has been an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire Board) or as a director of any entity that has one or more executive officers serving on the Board or the Compensation Committee.
Restrictions on Short Sales, Hedging, Pledging, and Similar Transactions
Our insider trading policy prohibits our employees (including executive officers) and directors from engaging in transactions involving short sales, options trading, and hedging or monetization arrangements with respect to our securities, as well as prohibits such individuals from holding the Company’s securities in a margin account. Additionally, our insider trading policy generally prohibits such individuals from entering into pledging arrangements with respect to our securities, except in limited circumstances with pre-approval from the Audit Committee.
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Vote Required
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to votevotes cast at the Annual Meeting will be required to approve, on an advisory basis, the compensation of our Named Executive OfficersNEOs as described herein. Because the vote is advisory, it will not be binding on the Company, our Board of Directors or the Compensation Committee. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to us and, accordingly, the Board of Directors and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. FailuresAbstentions will have no effect on this proposal. If you are a “street name” stockholder and you do not provide your brokerage firm with voting instructions, your brokerage firm may not cast votes with respect to vote,the shares that you beneficially own. These broker non-votes and abstentions will behave no effect on the equivalent of a vote against this proposal.vote.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THIS PROXY STATEMENT.
PROPOSAL 8
4
ADJOURNMENT PROPOSALAMENDMENT OF 2021 INCENTIVE COMPENSATION PLAN
The 2021 EquityPlan provides that awards granted thereunder are subject to mandatory repayment by the grantee to the Company to the extent that the grantee is or becomes subject to “clawback” or recoupment policies we may adopt or any applicable laws, in each case, that require the repayment by such grantee to the Company of compensation paid to such grantee by the Company in the event that such grantee fails to comply with, or violates, the terms or requirements of such policy. 2021 Plan Amendment Proposal and/clarifies the foregoing provision by providing that the type of “clawback” or recoupment policies described in the applicable provision include without limitation, any policy we adopt in response to SEC or Nasdaq Proposalrules.
The 2021 Plan Amendment is insufficient to pass the proposals management may move to adjourn, postpone or continue the Annual Meeting in order to enable the Board to continue to solicit additional proxies in favornot amending any other provisions of the Share Increase Proposal, 2021 EquityPlan. See Appendix A for the 2021 Incentive Compensation Plan Amendment Proposal and/or the Nasdaq Proposal.Amendment.
The approval of the Adjournment Proposal could mean that, even if proxies representing a sufficient numberamendment of votes against the Share Increase Proposal, 2021 Equity Plan Amendment Proposal and/orwill require the Nasdaq Proposal has been received, we could adjourn, postpone or continue the Annual Meeting without aaffirmative vote on the Share Increase Proposal, 2021 Equity Plan Amendment Proposal and/or the Nasdaq Proposal and seek to convinceof the holders of those shares to change their votes to votes in favor of the Share Increase Proposal, 2021 Equity Plan Amendment Proposal and/or the Nasdaq Proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOUSTOCKHOLDERS VOTE FOR THE ADJOURNMENT PROPOSAL.2021 PLAN AMENDMENT.
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OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for action at the 2022 Annual Meeting other than the proposals described above. Although the Board of Directors knows of no other matters to be presented at the 2022 Annual Meeting, all proxies returned to us will be voted on any such matter in accordance with the judgment of the proxy holders.
COSTS OF PROXY SOLICITATION
Our directors, officers and employees may solicit proxies in person, by telephone, or by other means of communication. We will not pay our directors, officers and employees any additional compensation for soliciting proxies.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, files reports and other information with the SEC. Any interested
party may inspect information filed by the Company, without charge, at the public reference facilities of the SEC at its principal office at 100 F. Street, N.E., Washington, D.C. 20549. Any interested party may obtain copies of all or any portion of the information filed by the Company at prescribed rates from the Public Reference Section of the SEC at its principal office at 100 F. Street, N.E., Washington, D.C. 20549. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding the Company and other registrants that file electronically with the SEC at http://www.sec.gov.
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APPENDIX A
2021 INCENTIVE COMPENSATION PLAN AMENDMENT
REZOLUTE, INC.
2021 EQUITY INCENTIVE PLAN
Effective as of [ ], 2024
Rezolute, Inc., a Nevada corporation, has heretofore established and maintains an equity incentive plan (the “Plan”) which is embodied in a document entitled “Rezolute, Inc. 2021 Equity Incentive Plan,” effective May 26, 2021 and amended and restated on June 16, 2022 (the “Plan Statement”). The Plan Statement is hereby amended in the following respects:
1. CLAWBACK OR RECOUPMENT. Section 10 of the Plan Statement is amended to read in full as follows:
Section 10. Clawback or Recoupment
All Awards under this Plan shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation or applicable stock exchange rule, including, without limitation, Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any applicable stock exchange listing rule adopted pursuant thereto.
2. Section 7(a)(VI) of the Plan Statement is deleted in its entirety.
3. SAVINGS CLAUSE. Save and except as herein expressly amended, the Plan Statement shall continue in full force and effect.
A-1
REZOLUTE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS — MAY 16, 2024 AT 3 PM PACIFIC TIME
CONTROL ID:
REQUEST ID:
The undersigned, a stockholder of Rezolute, Inc. (the “Company”), does hereby appoint and authorize Nevan Charles Elam with the full power of substitution, to represent the undersigned and vote all of the shares of common stock of the Company held of record as of the close of business on March 18, 2024, with all of the powers that the undersigned would possess if personally present, at the virtual 2024 Annual Meeting of Stockholders of the Company on May 16, 2024, or at any postponement or adjournment thereof. The undersigned hereby revokes all proxies previously given.
(CONTINUED AND TO VIEW MATERIALS & VOTEBE SIGNED ON REVERSE SIDE.)
VOTING INSTRUCTIONS
If you vote by phone, fax or internet, please DO NOT mail your proxy card.
MAIL: Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.
FAX: Complete the reverse portion of this Proxy Card and Fax to 202-521-3464.
INTERNET: https://www.iproxydirect.com/RZLT
PHONE: 1-866-752-VOTE (8683)
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ANNUAL MEETING OF THE STOCKHOLDERS OF REZOLUTE, INC. 201 REDWOOD SHORES PARKWAY, SUITE 315 REDWOOD CITY, CALIFORNIA 94065PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/RZLT2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D82548-P72356 KEEP THIS PORTION FOR YOUR RECORDS REZOLUTE, INC. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY TheSHOWN HERE: Proposal 1 For All Withhold All For All Except To elect the six nominees to the Company’s Board of Directors recommends you vote FORto serve until the following proposals: 1. Election2025 Annual Meeting of Directors Nominees: For Withhold 1a. Young-Jin Kim ! ! 1b.Stockholders, until his or her successor is elected and shall have qualified or until his or her death, resignation, removal or disqualification. Nevan Charles Elam ! ! For Against Abstain 1c.Gil Labrucherie CONTROL ID: REQUEST ID: Philippe Fauchet 1d. Gil Labrucherie 1e.Nerissa Kreher Wladimir Hogenhuis 1f. Nerissa Kreher ! ! 5. To adopt the 2022 Employee Stock Purchase Plan. ! ! ! To approve, in accordance with Nasdaq Marketplace Rule 5635(d), the exercisability of certain Class C warrants to be issued upon the closing of a private placement offering that we entered into pursuant to a Securities Purchase Agreement dated May 4, 2022.. ! ! 7. To approve, by a non-binding advisory vote, the ! ! ! compensation of the Company’s named executive officers, or NEOs, as disclosed in the Executive Compensation ! ! section of this Proxy Statement. 8. To authorize an adjournment of the Annual Meeting, For Against Abstain 2.Young-Jin Kim Proposal 2 To ratify the appointment of Plante & Moran, PLLCGrant Thornton LLP as the Company’s independent registered public accountants for the fiscal year ending on June 30, 2022. 3.2024. For Against Abstain Proposal 3 To approve, an increaseby a non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the Company’s authorized common stockExecutive Compensation section of 60,000,000 shares to an aggregate of 100,000,000 shares as set forth in the Articles of Incorporation. 4.Proxy Statement. For Against Abstain Proposal 4 To approve, an amendment toby a majority vote the 2021 StockEquity Incentive Plan to increase the number of shares available for issuance thereunder by 9,500,000 shares to an aggregate of 10,700,000 shares. if necessary, if a quorum is present, to solicit additional ! ! ! proxies if there are not sufficient votes in favor of the any of proposals 3, 4 and 6. 9. To transact such other business as may properly come before the meeting, or any postponements or adjournments thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateAmendment. For Against Abstain 26 4886-0837-6240\
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